Claude E. Elkins - Jan 30, 2025 Form 4 Insider Report for NORFOLK SOUTHERN CORP (NSC)

Role: EVP & Chief Marketing Officer
Signature: J. Jeremy Ballard via P.O.A. for Claude E. Elkins
Stock symbol: NSC
Transactions as of: Jan 30, 2025
Transactions value $: -$176,480
Form type: 4
Date filed: 2/3/2025, 07:26 PM
Previous filing: Jan 30, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NSC	Common Stock	Award	$0	+1.09K	+147.15%	$0.00	1.82K	Jan 30, 2025	Direct	F1
transaction	NSC	Common Stock	Options Exercise	$0	+527	+28.89%	$0.00	2.35K	Jan 30, 2025	Direct	F2
transaction	NSC	Common Stock	Tax liability	-$57.6K	-224	-9.53%	$257.26	2.13K	Jan 30, 2025	Direct
transaction	NSC	Common Stock	Tax liability	-$119K	-462	-21.72%	$257.26	1.67K	Jan 30, 2025	Direct
holding	NSC	Common Stock						128	Jan 30, 2025	By 401(k) Plan	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NSC	Option (right to buy, granted 2025)	Award		+6.87K			6.87K	Jan 30, 2025	Common Stock	6.87K	$257.26	Direct	F4
transaction	NSC	Restricted Stock Units	Award		+2.33K	+63.63%		6K	Jan 30, 2025	Common Stock	2.33K		Direct	F5
transaction	NSC	Restricted Stock Units	Options Exercise		-527	-8.79%		5.47K	Jan 30, 2025	Common Stock	527		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares earned by the reporting person under the formula-based performance share feature of the Corporation's Long-Term Incentive plan (a Rule 16b-3 plan).
F2	Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 30, 2024, under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units ultimately will be settled in Common Stock, vesting ratably in four annual installments beginning on the first anniversary of the grant date. This distribution represents the first of four installments.
F3	Represents the approximate number of shares of Common Stock estimated -- on the basis of the unit accounting system used by the Plan Administrator -- as of January 30, 2025, to have been credited to the reporting person's account in the Norfolk Southern Corporation Thrift and Investment Plan (TIP), a trusted 401(k) plan. In accordance with TIP's terms applicable to all participants, acquisitions were made at various times and at various prices.
F4	Reports the grant to the reporting person of an option to purchase shares of common stock under the Norfolk Southern Corporation Long-Term Incentive Plan (a 16b-3 plan).
F5	Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 30, 2025, under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units ultimately will be settled in Common Stock, vesting ratably in three annual installments beginning on the first anniversary of the grant date.